U.S. Securities and Exchange Commission
                             Washington, D.C. 20549


                                   Form 10-QSB/A


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarter ended: March 31, 2004

Commission File Number: 0-11596


                     MEDICAL MAKEOVER CORPORATION OF AMERICA
                  --------------------------------------------
                 (Name of small business issuer in its charter)


     Delaware                                               20-0799349
-----------------------------------------           ----------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                              Identification No.)


500 Australian Avenue South
Suit 619
West Palm Beach, Florida                                        33401
-----------------------------------------           ----------------------------
(Address of principal executive offices)                    (Zip Code)


Issuer's Telephone number: (561) 651-4146


                            Cactus New Media I, Inc.
                  --------------------------------------------
                            Former Name if Applicable


Securities registered under Section 12(b) of the Exchange Act:

                                                    Name of each exchange on
       Title of each class                                which registered

             None                                             None
-----------------------------------------           ---------------------------



<PAGE>



     The Registrant has filed all reports  required to be filed by Section 13 or
15(d) of the Securities  Exchange Act of 1934 during the preceding 12 months and
has been subject to such filing requirements for the past 90 days.


Transitional small business disclosure format (Check one):

Yes [_]  No [X]


     As of April 30, 2004, there were  approximately  46.5 million shares of the
Registrant's common stock (par value $0.001) outstanding.














<PAGE>


                                      INDEX

                         PART I. - FINANCIAL INFORMATION

Item 1    Consolidated Financial Statements (Unaudited)

          Balance Sheets as of March 31, 2004 and December 31, 2003

          Statements of Operations for the three months ended March 31, 2004 and
          March 31, 2003 and the period from inception  (March 29, 1999) through
          March 31, 2004

          Statements of Cash Flows for the three months ended March 31, 2004 and
          March 31, 2003 and the period from inception  (March 29, 1999) through
          March 31, 2004

          Notes to Consolidated Financial Statements

Item 2    Management's Discussion and Analysis or Plan of Operations

Item 3    Controls and Procedures


                          PART II. - OTHER INFORMATION

Item 1    Legal Proceedings

Item 2    Changes in securities,  use of proceeds and small  business  issuer of
          equity securities

Item 3    Defaults upon senior securities

Item 4    Submission of matters to a vote of security holders

Item 5    Other information

Item 6    Exhibits and reports on Form 8-K

Signatures




<PAGE>



                         PART I. - FINANCIAL INFORMATION

Item 1    Consolidated Financial Statements (Unaudited)


<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                           Consolidated Balance Sheets





                                                                              March 31, 2004     December 31, 2003
                                                                            ------------------  -------------------
                                                                               (unaudited)
<S>                                                                         <C>                  <C>
                                   ASSETS
CURRENT ASSETS
  Cash                                                                      $              162   $              162
                                                                            ------------------   ------------------

          Total current assets                                                             162                  162
                                                                            ------------------   ------------------

Total Assets                                                                $              162   $              162
                                                                            ==================   ==================

                    LIABILITIES AND STOCKHOLDERS' EQUITY (Deficit)
CURRENT LIABILITIES
  Accounts payable       $ - 0 - and $86,701 to related parties             $            5,000   $          179,593
                                                                            ------------------   ------------------

          Total current liabilities                                                      5,000              179,593
                                                                            ------------------   ------------------

Total Liabilities                                                                        5,000              179,593
                                                                            ------------------   ------------------

STOCKHOLDERS' EQUITY (DEFICIT)
  Preferred stock, $0.0001 par value, authorized 10,000,000 shares;
      0 issued and outstanding                                                               0                    0
  Common stock, $0.0001 par value, authorized 200,000,000 shares;
      46,507,500 and 1,507,500 issued and outstanding at
      March 31, 2004 and December 31, 2003 respectively                                  4,651                  151
  Additional paid-in capital                                                           240,849               28,349
  Deficit accumulated during the development stage                                    (250,338)            (207,931)
                                                                            ------------------   ------------------

          Total stockholders' equity (deficit)                                          (4,838)           (179,431)
                                                                            ------------------   ------------------

Total Liabilities and  Stockholders' Equity (Deficit)                       $              162   $              162
                                                                            ==================   ==================
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-1


<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                      Consolidated Statements of Operations



                                                                                                        From
                                                                       Three Months Ended          March 29, 1999
                                                                            March 31,               (Inception)
                                                                 -------------------------------       through
                                                                       2004            2003         March 31, 2004
                                                                 ----------------  -------------   ----------------
                                                                    (unaudited)    (unaudited)       (unaudited)


<S>                                                              <C>              <C>             <C>
Revenues                                                         $            100 $         300   $         37,210
                                                                 ----------------  -------------   ----------------

Expenses
   Consulting                                                                   0              0              1,100
   Contract labor                                                               0              0              1,018
   Interest to a related party                                                  0            300              5,600
   Internet services                                                          100            300             32,792
   Licenses and taxes                                                           0              0              1,434
   Management fee to related party                                            407          3,000             56,407
   Office                                                                       0              0              8,057
   Non-cash compensation                                                   37,000              0             37,000
   Professional fees                                                        5,000          3,000            143,580
   Rent to related party                                                        0             30                560
                                                                 ----------------  -------------   ----------------

   Total expenses                                                          42,507          6,630            287,548
                                                                 ----------------  -------------   ----------------

Net loss                                                         $        (42,407) $      (6,330)  $       (250,338)
                                                                 ================  =============   ================

Loss per weighted average common share                           $         (0.00)  $      (0.00)
                                                                 ================  =============

Number of weighted average common shares outstanding                  27,963,500       1,507,500
                                                                 ================  =============
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-2


<PAGE>



<TABLE>
<CAPTION>
                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                      Consolidated Statements of Cash Flows


                                                                                                        From
                                                                     Three Months Ended            March 29, 1999
                                                                         March 31,                   (Inception)
                                                              --------------------------------         through
                                                                   2004             2003           March 31, 2004
                                                              ---------------   --------------   ------------------
                                                                (unaudited)      (unaudited)         (unaudited)
<S>                                                           <C>               <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                      $       (42,407)  $       (6,330)  $         (250,338)
Adjustments to reconcile net loss to net cash used by
operating activities:
        Stock and warrants issued for services                         37,000                 0              40,500

Changes in operating assets and liabilities
        Increase (decrease) in accrued liabilities                  ( 174,593)           6,330                5,000
                                                              ---------------   --------------   ------------------


Net cash used by operating activities                               ( 180,000)               0            ( 204,838)
                                                              ---------------   --------------   ------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                180,000                0              205,000
                                                              ---------------   --------------   ------------------

Net cash provided by financing activities                             180,000                0              205,000
                                                              ---------------   --------------   ------------------

Net increase (decrease) in cash                                             0                0                  162
                                                              ---------------   --------------   ------------------

CASH, beginning of period                                                 162              101                    0
                                                              ---------------   --------------   ------------------

CASH, end of period                                           $           162   $          101   $              162
                                                              ===============   ==============   ==================
</TABLE>



The  accompanying  notes  are an  integral  part of the  consolidated  financial
statements.                                                                  F-3


<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements
                  (Information with regard to the three months
                   ended March 31, 2004 and 2003 is unaudited)


(1) Nature of Business

Medical  Makeover  Corporation of America (f/k/a Cactus New Media I, Inc.) ("the
Company")  was  incorporated  on March 29, 1999,  under the laws of the State of
Delaware.  The Company's business activities to date have primarily consisted of
the formation of a business plan for internet link exchanges in connection  with
internet banner advertising and implementation  thereof.  The Company originally
intended  to become  active  in  internet  entertainment  services  through  the
registration of internet domains with InterNIC, and engage in the development of
proprietary  software  and  services  designed  to support  and  facilitate  its
internet services. In February 2004, subsequent to a change of control (see note
4), management  decided to enter the medical  makeover/anti-aging  industry.  In
March 2004,  the Company  changed its name to Medical  Makeover  Corporation  of
America and decided to form a Florida subsidiary  corporation also named Medical
Makeover  Corporation  of America to transact  the  medical  makeover/anti-aging
business in the State of Florida.  All  intercompany  transactions  and balances
have been eliminated in consolidation.

The Company is considered to be in the development  stage,  and the accompanying
financial statements represent those of a development stage company.


(2) Basis of Presentation

The accompanying  unaudited condensed  consolidated  financial statements of the
Company have been prepared in accordance  with accounting  principles  generally
accepted in the United States of America for interim  financial  information and
with the  instructions to Form 10-QSB for quarterly  reports under Section 13 or
15 (d) of the Securities Exchange Act of 1934. Accordingly,  they do not include
all of the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial  statements.  In
the opinion of  management,  all  adjustments  considered  necessary  for a fair
presentation  have been included and such  adjustments are of a normal recurring
nature.  Operating  results  for the three  months  ended March 31, 2004 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2004. The audited financial  statements at December 31, 2003, which
are included in the Company's  Annual  Report on Form 10-KSB,  should be read in
conjunction with these condensed consolidated financial statements.

(3) Significant Accounting Policies

     a) Use of Estimates:  The preparation of financial statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting  period.  Actual results could differ
materially from those estimates.

     b) Start-Up Costs:  Costs of start-up  activities,  including  organization
costs, are expensed as incurred,  in accordance with Statement of Position (SOP)
98-5.



                                                                             F-4


<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements

     c) Loss per share:  Basic loss per share excludes  dilution and is computed
by dividing the loss attributable to common shareholders by the weighted-average
number of common  shares  outstanding  for the  period.  Diluted  loss per share
reflects  the  potential  dilution  that  could  occur  if  securities  or other
contracts to issue common stock were exercised or converted into common stock or
resulted  in the  issuance of common  stock that  shared in the  earnings of the
Company.  Diluted loss per share is computed by dividing  the loss  available to
common  shareholders by the weighted average number of common shares outstanding
for  the  period  and  dilutive   potential  common  shares  outstanding  unless
consideration  of  such  dilutive   potential  common  shares  would  result  in
anti-dilution.  Common stock  equivalents were not considered in the calculation
of diluted loss per share as their effect would have been  anti-dilutive for the
periods ended March 31, 2004 and 2003.

     d) Income  Taxes:  The  Company  accounts  for income  taxes  according  to
Statement of Financial  Accounting  Standards  (SFAS) No. 109,  "Accounting  for
Income Taxes".  Under the liability method  specified by SFAS No. 109,  deferred
income  taxes are  recognized  for the  future  tax  consequences  of  temporary
differences  between the financial  statement  carrying amounts and tax bases of
assets and liabilities.


(4) Stockholders' Equity (Deficit)

The Company has the authority to issue 10,000,000 shares of preferred stock, par
value  $0.0001  per  share,  which  may be  divided  into  series  and  with the
preferences,  limitations  and  relative  rights  determined  by  the  Board  of
Directors.  At March 31,  2004,  no  preferred  stock  shares  were  issued  and
outstanding.

In October 2003, the Company amended its certificate of organization to increase
the authorized  shares of common stock to  10,000,000,000  and effectuated a 100
for 1 reverse  stock split of the Company's  common stock.  All dollar and share
amounts have been adjusted to reflect this split.

On February 6, 2004,  the Company sold  22,500,000  shares of restricted  common
stock to Gala Enterprises Ltd, a Belize  Corporation,  for $90,000,  which funds
were used to pay certain  existing  accounts  payable.  On February 8, 2004, the
Company  issued  9,301,300 of shares of restricted  common stock to two officers
for  compensation  with a value of  $37,000  and in  consideration  of such Gala
Enterprises Ltd. surrendered to treasury 9,301,300 shares.

On February 10, 2004, the Company issued  22,500,000 shares of restricted common
stock in exchange for the assumption of $90,000 in existing  accounts payable to
outside investors.


(5) Income Taxes

Deferred  income taxes  (benefits)  are provided for certain income and expenses
which are  recognized  in  different  periods  for tax and  financial  reporting
purposes.  The Company had net  operating  loss carry-  forwards  for income tax
purposes of approximately  $208,000  expiring in various years from 2019 through
2024.  Due to the change in ownership in February  2004,  the net operating loss
carryforwards  are subject to substantial  restrictions and may only be utilized
to  offset  approximately  $7,000  of  annual  taxable  income  as  well  as any
unrealized appreciation on assets existing at the time of the ownership change.

Deferred tax assets are reduced by a valuation  allowance  if, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax assets will not be  realized.  Management's  valuation  procedures  consider
projected utilization of deferred tax assets prospectively over the next several
years,  and  continually  evaluate  new  circumstances  surrounding  the  future
realization of such assets.  The difference  between income taxes and the amount
computed by applying the federal  statutory  tax rate to the loss before  income
taxes is due to an increase in the deferred tax asset valuation  allowance.  The
valuation allowance at March 31, 2004 is 100%.



                                                                             F-5

<PAGE>



                     Medical Makeover Corporation of America
                        (A Development Stage Enterprise)
                   Notes to Consolidated Financial Statements



(6) Related Parties

     a) Office lease:  The Company leased its office facility on an annual basis
from a  company  related  by  virtue of common  ownership.  Total  rent  expense
amounted to $0, $30 and $560 for the quarters  ended March 31,  2004,  March 31,
2003 and the period from  inception  (March 29,  1999)  through  March 31, 2004,
respectively.

     b) Management Fees: The Company contracted an affiliate,  related by virtue
of common ownership,  for management and consulting  services amounting to $407,
$3,000 and $56,407 for the quarters ended March 31, 2004, March 31, 2003 and the
period from inception (March 29, 1999) through March 31, 2004, respectively.  In
addition, the Company incurred interest expense amounting to $0, $300 and $5,600
for the  quarters  ended  March 31,  2004,  March 31,  2003 and the period  from
inception  (March 29,  1999)  through  March 31,  2004  respectively,  for those
services.

     c) Website fees: The Company earned revenues of $100, $300 and $37,210, and
incurred expenses of $100, $300 and $17,225 relating to website trafficking fees
to other  website  companies,  related  by virtue of common  ownership,  for the
quarters  ended March 31,  2004,  March 31,  2003 and the period from  inception
(March 29, 1999) through March 31, 2004, respectively.


(7) Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.  The Company's  financial position and
operating  results  raise  substantial  doubt  about the  Company's  ability  to
continue  as a  going  concern,  as  reflected  by  the  net  loss  of  $250,338
accumulated from March 29, 1999 (Inception)  through March 31, 2004. The ability
of the Company to  continue  as a going  concern is  dependent  upon  commencing
operations,   developing  sales  and  obtaining   additional  capital  and  debt
financing. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going  concern.  The Company
is  currently  seeking  additional  capital  to allow it to  begin  its  planned
operations, and in May 2004, the Company sold 400,000 shares of common stock for
$200,000.


(8) Lease commitment

In May 2004,  the Company  entered into a leasing  agreement  for its new office
facilities for a term of (36) thirty-six months.

Minimum  annual lease  payments  under the  operating  lease  obligation  are as
follows:

               December  2004                     $  13,428
               December  2005                     $  23,498
               December  2006                     $  24,648
               December  2007                     $  25,320



<PAGE>



Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Forward-looking statements

     This Form 10-Q  contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
statements  involve known and unknown risks and  uncertainties,  including risks
resulting  from the  environment  in  which  we  operate,  economic  and  market
conditions,   competitive  activities,  other  business  conditions,  accounting
estimates,  and the risk factors set forth in this Form 10-Q. These risks, among
others,  include  those  relating  to our  ability  to  successfully  market and
generate  patient  volume,  the  Company's  ability to maintain  contracts  with
physicians and other medical providers at favorable rates, and any lawsuits that
may  arise in the  course of doing  business.  Our  actual  results  may  differ
materially from results anticipated in our forward-looking  statements.  We base
our forward-looking  statements on information currently available to us, and we
have no current  intention  to update these  statements,  whether as a result of
changes  in  underlying  factors,  new  information,   future  events  or  other
developments.

Results of operations

     For the  quarter  ended  March 31,  2004,  we  experienced  no  significant
operating activities.

Net Operating Revenues

     There were not significant  operations or operating revenue in the relevant
period.

Operating Expenses and Charges

     The  significant  operating  expenses for the quarter  ended March 31, 2004
included  $37,000 in non-cash  compensation  related to the issuance of stock to
two officers as compensation and $5,000 in legal fees related to the structuring
and operations of the Company.

Business Plan and Strategy

     Medical Makeover Corporation of America,  Inc. will provide a comprehensive
approach to looking  and  feeling  better  through  the  modalities  of cosmetic
plastic surgery, dermatologic surgery, cosmetic dentistry, hairstyling, fashion,
and makeup services.

     The Company is targeting  the 35 million  Americans  between the ages of 35
and 75 who are conscious of their  appearance,  general  health,  and impression
towards the public.  Certain of the  Company's  shareholders  have  analyzed the
Medical Makeover  marketplace and have observed  tremendous  market  penetration
worldwide. The Company believes that the market for Total Medical Makeovers will
expand  exponentially,  driven by two dynamics:  1) the aging of the  population
with a vast number of "baby  boomers"  reaching  mid-life;  and 2) the  stunning
popularity of reality shows such as "Extreme Makeover".

     The  focus  of the  business  plan  is to  create  a  contracted  panel  of
professionals  serving the  specialties  listed  above who will,  under  written
agreement,  provide  the  above  listed  services  at  a  discounted  rate  from
traditional  pricing.  They will be motivated to enter into these  relationships
because of the  Company's  marketing  efforts  and  planned  efforts to generate
customer  volume.  By contracting with this panel of  professionals,  and having
them provide services in their traditional  facilities (office,  surgery center,
or hospital), the Company will be able to maintain a low fixed cost position and
focus its resources on marketing and sales.

     The  Company  intends  to rely  heavily  on TV  commercials  consisting  of
30-second spots in the South Florida Market in order to promote services.  These
commercials,  coupled with a strong brand  building  effort,  will both generate
customer volume as well as create a favorable market position in preparation for
competition with future market entries.

     Objectives

     1.   To be the  first  company  in the  United  States  that  will  provide
          comprehensive and coordinated makeover services.
     2.   To open our first  corporate  offices  and  center on or about June 1,
          2004.
     3.   To  contract  with  plastic  surgeons,  dermatologists,  and  cosmetic
          dentists  who  will  participate  under  written  agreement,  with our
          company (first contracts have already been signed).
     4.   To  set  the  "Gold  Standard"  for  comprehensive  makeover  services
          utilizing  only  board  certified,   well  respected   physicians  and
          dentists.
     5.   To provide  services in the  physicians'  offices,  licensed  surgical
          outpatient  centers,  and  hospitals,   as  well  as  established  and
          prestigious salons and spas.
     6.   To  monitor  all  patients  by both a  physician  and the staff of the
          center who will  coordinate the different  procedures over a period of
          time  to meet  the  patient's,  physicians,  and  medically  necessary
          schedules.
     7.   The Company has entered into an affiliation agreement with a financial
          lender  whose   specializes   in  providing   financing  for  cosmetic
          procedures.
     8.   To develop Makeover Gift Certificates for prepayment of services.

     We  anticipate  a  ramp-up  period  of six  months  during  which we expect
approximately  60 calls per day,  increasing to 120 calls per day. Of these,  we
expect  one-third,  or an average of 20  appointments  will be scheduled and our
success rate will move from 5% to 30% of these appointments becoming sales.

     After successfully proving our concept in our test market of South Florida,
it is our intention to open two new markets: New York City and Los Angeles.

Management Team

Dr. Leonard I. Weinstein

     The company has engaged Dr.  Leonard I.  Weinstein as  President,  CEO, and
Chairman of the Board. Dr. Weinstein has recently executed his contract with the
Company and is  presently  establishing  the network and  marketing  to commence
services.

     Dr.  Weinstein has a Bachelor in Business  Administration  and Finance from
City University of New York, a Masters Degree in Hospital  Administration  and a
PhD degree in Healthcare  Administration from George Washington  University.  As
part of his  training,  he  completed a two year  residency at Cedars of Lebanon
Hospital in Miami  followed  by six months of  residency  in Mt.  Sinai in Miami
Beach and six months residency at Hollywood Memorial in Hollywood,  Florida. His
first position was President and Executive  Director of Golden Isles Hospital in
Hallandale,  Florida. He went on to become the President of Doctors' Hospital in
Hollywood,  Florida and joined a public company,  American Medicorp,  in 1971 as
Regional Director of four hospitals.  Subsequent to that position, Dr. Weinstein
led a group of medical  directors and  businessmen to build,  from scratch,  the
Hollywood  Medical Center and Office Buildings for $32 million.  He subsequently
sold the facility to Tenet for over $80  million.  Dr.  Weinstein  then joined a
public  company  in  Philadelphia,   RH  Medical  Services.  The  company  owned
hospitals,  nursing  homes,  outpatient  facilities,  MRI  movile  units,  Swank
Optical,  and a medical real estate  investment  trust. Dr. Weinstein helped the
company  grow from  $2.00  per  share to  $38.00  per  share.  The  company  was
subsequently sold to Mediq,  Inc. Dr. Weinstein is Adjunct  Associate  Professor
and taught at the following universities:  George Washington University, Wharton
School of Business, Temple University, and Florida International University. Dr.
Weinstein assisted in the development of a public company in clinical testing of
pharmaceuticals.  The company  trades on NASDAQ with  revenues in excess of $100
million..  The  initial  offering  price was $6.00 per  share.  The stock is now
trading at $30.00 per share.  He presently  serves and has served for five years
as a member  of the  Board  of  Directors,  independent  Director  of the  Audit
Committee and Chairman of the Compensation Committee.

Dr. Weinstein will devote his full attention to this company.


Mr. Walter E. Birch

     The company has engaged Mr.  Walter E. Birch as Executive  Vice  President,
Chief Operating Officer, and Chief Financial Officer.

     Mr. Birch has a Bachelor of Arts degree in Economics with  Distinction from
the University of Virginia, and a Master of Business  Administration degree from
the University of Virginia's  prestigious  Darden School. He began his career in
management consulting at Strategic Planning Associates in Washington,  D.C., now
part of Mercer  Consulting.  He joined the  health  care  industry  in 1990 in a
position  with Eli  Lilly  and  company  providing  financial  support  to their
Research  and  Development  division.  He  moved  into  the  physician  practice
management  industry as Vice President of Mergers and  Acquisitions  for Coastal
Healthcare  Group.  From Coastal he journeyed to Advanced Health  Corporation as
Vice President of Business  Development  and  participated  in their  successful
Initial Public Offering in 1996. Mr. Birch then joined Vivra,  Inc. to run their
national nephrology physician practice business,  which was successfully sold to
Gambro Healthcare,  along with all dialysis centers,  in a transaction valued at
over $1.3 Billion in 1997. Mr. Birch was part of the  management  team that took
certain parts of Vivra, Inc. private and managed their entire physician practice
business  until  selling  it in  2000.  After  spending  2001  managing  a large
physician  practice,  Mr.  Birch  joined  the firm of  Ernst &  Young,  LLP as a
consultant specializing in physician strategy and integration.

     Mr.  Birch  is  a  specialist  in  physician   satisfaction   and  practice
operations, patient / customer relations, and operational efficiency.


Outlook

     We are currently  targeting the  initiation of operations  during June 2004
and  operating  income  to be  between  $0 and $2  million  for  2004.  This  is
consistent with our current  longer-term outlook of maintaining expense controls
while opening markets allowing us to achieve  profitability very quickly.  These
projections  and  the  underlying  assumptions  involve  significant  risks  and
uncertainties,  and actual  results may vary  significantly  from these  current
projections. These risks, among others, include those relating to our ability to
successfully  market and  generate  patient  volume,  the  Company's  ability to
maintain  contracts  with  physicians  and other medical  providers at favorable
rates,  and any  lawsuits  that may arise in the  course of doing  business.  We
undertake no duty to update these projections, whether due to changes in current
or expected trends, or underlying market conditions


Item 3 - Controls and Procedures

     Management  maintains disclosure controls and procedures designed to ensure
that  information  required to be disclosed in the reports  filed by the Company
pursuant to the Securities Exchange Act of 1934, as amended, or Exchange Act, is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and regulations, and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including  its  Chief  Executive  Officer  and  Chief  Financial   Officer,   as
appropriate  to allow  for  timely  decisions  regarding  required  disclosures.
Management  recognizes  that these  controls  and  procedures  can provide  only
reasonable assurance of desired outcomes,  and that estimates and judgements are
still inherent in the process of maintaining effective controls and procedures.

     As of the end of the period  covered  by this  report,  we  carried  out an
evaluation,  under the supervision and with the  participation  of the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and  operation of our  disclosure  controls and  procedures in accordance
with the  Exchange  Act  requirements.  Based  upon that  evaluation,  the Chief
Executive  Officer and Chief  Financial  Officer  concluded  that the  Company's
disclosure  controls and  procedures  provide  reasonable  assurance  for timely
identification and review of material information required to be included in the
Company's Exchange Act reports, including this report on Form 10-Q.

     We have established and maintain a system of internal  controls designed to
provide  reasonable   assurance  that  transactions  are  executed  with  proper
authorization  and are  properly  recorded in the  Company's  records,  and that
errors or irregularities that could be material to the financial  statements are
prevented or would be detected  within a timely  period.  Internal  controls are
periodically reviewed and revised if necessary, and are augmented by appropriate
oversight and audit functions.

     There  has not been any  change  in the  Company's  internal  control  over
financial  reporting  during the fiscal  quarter  covered by this report on Form
10-Q that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting.

RISK FACTORS

     This Form 10-Q  contains  statements  that are  forward-looking  statements
within the meaning of the federal  securities laws,  including  statements about
our  expectations,  beliefs,  intentions  or  strategies  for the future.  These
forward-looking  statements  include  statements  regarding our expectations for
treatment  growth rates,  revenue per treatment,  expense growth,  levels of the
provision for uncollectible  accounts receivable,  operating income, and capital
expenditures.  We base our forward-looking  statements on information  currently
available to us, and we do not intend to update these  statements,  whether as a
result of changes in underlying factors, new information, future events or other
developments.

     These  statements  involve  known  and  unknown  risks  and  uncertainties,
including  risks resulting from economic and market  conditions,  the regulatory
and reimbursement  environment in which we operate,  competitive  activities and
other business conditions. Our actual results may differ materially from results
anticipated in these  forward-looking  statements.  Important factors that could
cause actual results to differ  materially from the  forward-looking  statements
include those set forth below.  The risks  discussed below are not the only ones
facing our business.

     If the average prices that the market will bear decline, then our revenues,
cash flows and earnings would be substantially reduced.

     Cosmetic  surgery,  dermatology,  and cosmetic  dentistry are competitively
priced market segments.  Should  competition  force us to lower our prices,  our
revenues,  cash flows and earnings would be impacted accordingly.  Additionally,
because many patients used financing alternatives to pay for their procedures, a
dramatic  increase in interest rates could reduce our number of patients and our
revenues, cash flows and earnings could be negatively impacted.

     If the number of patients we are able to attract is less than  anticipated,
then our revenues, cash flows and earnings would be substantially reduced.

     In many instances,  appearance  improving  procedures are luxury purchases.
Should the economy  suffer a significant  slowdown,  or if  unemployment  should
increase dramatically, our revenues, cash flows and earnings could be negatively
impacted.

     If a  significant  number  of  physicians  were to demand  an  increase  in
reimbursement,  then our  expenses  would be  increased  and our cash  flows and
earnings would be reduced.

     If a  significant  number  of  physicians  were to demand  an  increase  in
reimbursement,  then our  expenses  would be  increased  and our cash  flows and
earnings  would be  reduced.  Our  contracted  physicians  have agreed to a rate
structure   below  market  pricing  in  exchange  for  our  marketing,   patient
acquisition,  and  process  coordination.  If the  physicians  demanded  greater
reimbursement,  our  expenses,  cash  flow,  and  earnings  would be  negatively
impacted.

                                     PART II

                                OTHER INFORMATION


Item 1  Legal Proceedings

     There are no pending or anticipated legal proceedings


Item 2  Changes in securities, use of proceeds  and  small  business  issuer  of
        equity securities

     None.


Item 3   Defaults upon senior securities

     None.


Item 4   Submission of matters to a vote of security holders

     None.


Item 5   Other information

     Subsequent to the end of the quarter,  the Company entered into a lease for
new corporate  headquarters with Turnberry  Associates.  The Company anticipates
assuming occupancy of the space located at 19495 Biscayne Boulevard,  Suite 403,
Aventura,  FL 33180,  on or about  June 1,  2004.  The lease is  attached  as an
exhibit.


Item 6   Exhibits and reports on Form 8-K

     (a) The exhibits  required to be filed  herewith by Item 601 of  Regulation
S-B, as described in the following index of exhibits, are incorporated herein by
reference, as follows:

Exhibit
Number    Description
--------  -----------------------


31.1  *   Certification  of the Chief  Executive  Officer,  dated May 17,  2004,
          pursuant  to Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant  to
          Section 302 of the Sarbanes-Oxley Act of 2002.


31.2  *   Certification  of the Chief  Financial  Officer,  dated May 17,  2004,
          pursuant  to Rule  13a-14(a)  or  15d-14(a),  as adopted  pursuant  to
          Section 302 of the Sarbanes-Oxley Act of 2002.


32.1  *   Certification  of the Chief  Executive  Officer,  dated May 17,  2004,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.


32.2  *   Certification  of the Chief  Financial  Officer,  dated May 17,  2004,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002.


10.1  *   Lease entered into with Turnberry Associates

10.2  *   Employment  agreement between Medical Makeover  Corporation of America
          and Dr. Leonard I. Weinstein


10.3  *   Employment  agreement between Medical Makeover  Corporation of America
          and Walter E. Birch

*  Filed herewith.

      (b) Reports on Form 8-K

     Form 8-K filed May 12, 2004
     Form 8-K filed February 23, 2004






                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                    Medical Makeover Corporation of America



By:  /s/ WALTER E. BIRCH
------------------------------
Walter E. Birch
Chief Financial Officer,
Executive Vice President and Controller*


Date: May 17, 2004


*    Mr. Birch has signed both on behalf of the registrant as a duly  authorized
     officer and as the Registrant's principal accounting officer.